UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities
Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only
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(as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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ELECTRUM SPECIAL ACQUISITION CORPORATION
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.
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On May 24, 2017, Electrum Special Acquisition Corporation issued
the following press release:
ELECTRUM SPECIAL ACQUISITION CORPORATION
ANNOUNCES CONTRIBUTION TO TRUST ACCOUNT
NEW YORK, NY, May 24, 2017 – Electrum
Special Acquisition Corporation (NASDAQ: ELEC), a blank check acquisition company (the “Company”) previously announced
that it will hold a special meeting of shareholders on June 5, 2017 at 10:30 a.m., local time, at the offices of Greenberg Traurig,
LLP, located at the MetLife Building, 200 Park Avenue, New York, New York 10166 to vote on (i) an amendment (the “Extension
Amendment”) to the Company’s Memorandum and Articles of Association to extend the date by which the Company has to
consummate a business combination (the “Extension”) for an additional 120 days, from June 10, 2017 to October 8, 2017
(the “Extended Date”); and (ii) an amendment (the “Trust Amendment”) to the Company’s investment
management trust agreement, dated June 10, 2015, by and between the Company and Continental Stock Transfer & Trust Company
to extend the date on which to commence liquidating the trust account (the “Trust Account”) established in connection
with the Company’s initial public offering in the event the Company has not consummated a business combination by the Extended
Date.
The Company today announced that its sponsor
has agreed to contribute to the Company as a loan $0.025 for each public share that is not redeemed in connection with the shareholder
vote to approve the Extension, for each calendar month, or portion thereof, that is needed by the Company to complete a business
combination (the “Contribution”). The Extension will allow the Company until the Extended Date to complete a business
combination.
The Contribution will increase the pro
rata portion of the funds available in the Trust Account in the event of the consummation of a business combination or liquidation
from approximately $10.05 per share to approximately $10.15 per share, assuming the Company takes the entire time through October
8, 2017 to complete a business combination. If the Extension is implemented, the Company’s sponsor will make the first Contribution
within seven (7) days of June 10, 2017. If the Company’s sponsor determines not to continue extending for additional calendar
months, its obligation to make additional Contributions will terminate and the Company will dissolve and liquidate in accordance
with its Memorandum and Articles of Association.
About Electrum Special Acquisition Corporation
Electrum Special Acquisition Corporation
is a blank check company formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation,
purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar
business combination with one or more businesses or entities.
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements may be identified by the use of words such as "anticipate", "believe",
"expect", "estimate", "plan", "outlook", and "project" and other similar expressions
that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements
include statements concerning a potential business combination and additional deposits into the Company’s Trust Account for
the benefit of its shareholders. These statements are based on the Company’s management’s current expectations and
beliefs, as well as a number of assumptions concerning future events. Such forward-looking statements are subject to known and
unknown risks, uncertainties, assumptions and other important factors, many of which are outside of the Company’s control
that could cause actual results to differ materially from the results discussed in the forward-looking statements. The Company
cannot assure you that even if the Extension Amendment is approved, it will be implemented or that the Company’s sponsor
will determine to make the Contribution.
Additional factors that could cause actual
results to differ materially from those expressed or implied in forward-looking statements can be found in the Company’s
definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on May 5,
2017, annual report on Form 10-K for the fiscal year ended November 30, 2016 and quarterly report on Form 10-Q for the quarterly
period ended February 28, 2017, which are available, free of charge, at the SEC’s website at www.sec.gov.
Additional Information about the Amendments
and Where to Find It
In connection with the proposed Extension
Amendment and Trust Amendment, the Company filed a definitive proxy statement with the SEC on May 5, 2017 and thereafter commenced
mailing the definitive proxy statement to its shareholders as of the April 28, 2017 record date for the special meeting.
Investors
and security holders of the Company are advised to read the definitive proxy statement that was filed with the SEC in connection
with the Company’s solicitation of proxies for its special meeting of shareholders to be held to approve the proposed Extension
Amendment and Trust Amendment because the definitive proxy statement contains important information about the proposed Extension
Amendment and Trust Amendment. Shareholders may also obtain a copy of the definitive proxy statement, as well as other relevant
documents that have been or will be filed with the SEC, without charge, at the SEC’s website at www.sec.gov or by directing
a request to: Electrum Special Acquisition Corporation, c/o The Electrum Group LLC, 700 Madison Avenue, 5th Floor, New York, New
York 10065, Attn: Eric N. Vincent, Chief Executive Officer and Secretary.
If you have any questions or need assistance
voting your shares, please call our proxy solicitor, Morrow Sodali LLC at: Morrow Sodali LLC, 470 West Avenue, Stamford,
CT 06902, phone: (800) 662-5200 (banks and brokers call collect at: (203) 658-9400), email: ELEC.info@morrowsodali.com.
Participants in Solicitation
The Company and certain of its directors,
executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies
from the Company’s shareholders. Information concerning the interests of the directors and executive officers of the Company
is set forth in the definitive proxy statement filed with the SEC on May 5, 2017.
Media Contacts
Nathaniel Garnick/Kevin FitzGerald
Gasthalter & Co.
(212) 257-4170
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